Current Report Filing (8-k)
May 25 2017 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 22, 2017
BALTIA
AIR LINES, INC.
(Exact name of registrant as specified
in its charter)
New
York
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001-14519
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11-2989648
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(State or other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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Hangar G
169 NY-17K, Suite U-14
Newburgh, NY
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12550
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(845) 787-4670
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01 Other
Events.
On
May 22, 2017, Baltia Air Lines, Inc. (the “Company”) completed its “best efforts” private placement offering
(the “Offering”) of up to $1,000,000 of Series C Preferred Stock with a stated value of $100 per share (the “Stated
Value”) (the “Series C Preferred Stock”), to “accredited investors” (as defined in Rule 501(a)
of the Securities Act of 1933, as amended, the “Securities Act”) (the “Investors”). In multiple closings,
the Company sold an aggregate of 7,200 shares of Series C Preferred Stock for aggregate gross proceeds of $720,000.
The Series C Preferred
Stock shall receive annual dividends in the amount of 12% of the Stated Value, payable at the option of the Company in cash or
shares of the Company’s common stock (the “Common Stock”), valued at the average of the volume weighted average
price for the 10 trading days prior to the date set for the payment of the dividend. No dividends may be paid to holders of Common
Stock or to holders of other preferred stock that by its terms are junior to the Series C Preferred Stock.
The Series C Preferred
Stock is subject to optional conversion on or after the first anniversary of the date of first issuance, into shares of Common
Stock at a conversion price equal to 50% of the average closing bid price of the Company’s Common Stock from February 14,
2018 to February 28, 2018, divided by the Stated Value plus accrued but unpaid dividends.
The Series C Preferred
Stock is subject to forced redemption by the Company upon the first anniversary of the date of the initial issuance at a price
of 120% of the Stated Value of the Series C Preferred Stock redeemed, plus accrued but unpaid dividends.
Series C Preferred
Stockholders can vote with the shares of Common Stock on an as converted basis. Series C Preferred Stockholders have liquidation
rights that are senior to all of the Company’s Common Stock and any preferred stock that by its terms are junior to the
Series C Preferred Stock, but junior to any other preferred stock which provide for liquidation rights that are senior to the
Series C Preferred Stock.
The
Investors in the Offering have also received piggy-back registration rights with respect to the shares of common stock issuable
upon conversion of the Series C Preferred Stock. In addition, the Investors have a right of participation with respect to any
new equity or equity-linked offerings undertaken by the Company in an amount equal to each investor’s pro rata Series C
Preferred Stock purchased, up to an aggregate of 20% of any such subsequent financing.
The
Series C Preferred Stock was offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation
D of the Securities Act.
The
foregoing description of the Offering does not purport to be complete and is qualified in its entirety by reference to the Subscription
Agreement, a copy of which is filed as Exhibit 10.1 hereto and the Certificate of Designation, a copy of which is filed as Exhibit
3.1 to the Company’s Current Report on Form 8-K as filed on March 17, 2017.
Item 9.01. Exhibits
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3.1
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Certificate of Designation (incorporated herein by reference to
the Company’s Current Report on Form 8-K as filed with the Securities and Exchange
Commission on March 17, 2017).
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Baltia Air Lines, Inc.
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Date: May 25, 2017
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By:
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/s/ Anthony D. Koulouris
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Anthony D. Koulouris
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President
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